H 3323 Massachusetts House · 194th Legislature (2025-2026)

An Act making amendments to the Massachusetts Business Corporation Act

HD 2327 amends the Massachusetts Business Corporation Act to clarify and update technical definitions and procedures for corporations. It modifies terms like "authorized shares" to include "series," revises the definition of "public corporation," and updates rules about director liability and registered offices. The bill makes minor wording corrections (such as changing "stock" to "shares" and fixing references to documents) without creating new requirements or altering substantive corporate governance. It directly affects Massachusetts corporations operating under Chapter 156D by standardizing legal terminology in their governing documents. This is a procedural amendment focused on precision, not policy change.
Bill status passed 3 of 4 stages cleared
Introduction
Feb 2025
Committee Review
Jul 2025
Senate Passage
Feb 2025
Governor
Introduced Feb 27, 2025 Last action Jul 21, 2025
Floor votes

How they voted

This bill passed the Senate. No roll call record of that vote is available.
Full legislative history

Actions timeline

Total actions
7
Key actions
3
Committee
3
Jul 21, 2025
Lower · Passed
Committee reported that the matter be placed in the Orders of the Day for the next sitting
lower
Jul 3, 2025
Lower · Passed
Bill reported favorably by committee and referred to the committee on House Steering, Policy and Scheduling
lower
Feb 27, 2025
Upper · Passed
Senate concurred
upper
Feb 27, 2025
Committee
Referred to the committee on State Administration and Regulatory Oversight
lower
1 primary · 0 co-sponsors

Sponsors

Role
Legislator
Party
State
District
P
Photo of Paul Donato
Paul Donato
DDemocratic
MA
35th Middlesex